Yahoo's poison pill--adopted by the company to thwart a Microsoft takeover--was deemed "nuts" by outside consulting firm Compensia.
That nugget was the big takeaway from an unsealed complaint (Techmeme and PDF of suit) by Bernstein Litowitz Berger & Grossmann, a Michigan lawfirm suing Yahoo on behalf of shareholders for failing to consummate a merger with Microsoft.
Yahoo had fought to keep the complaint confidential to no avail. As a result, Bernstein Litowitz Berger & Grossmann made the complaint public. The tale details the lengths Yahoo went to create a poison pill that would deter Microsoft's bid for the company. In a nutshell, Yahoo's compensation plan gave any employee accelerated vesting rights in the event of a merger. In fact, the complaint argues that employees would have been better off if they lost their jobs. As a result, Bernstein Litowitz Berger & Grossmann argues that Yahoo didn't represent shareholders as CEO Jerry Yang ran roughshod over the board's compensation committee.
The festivities begin on page 18 of the PDF.
Here are the key excerpts:
Meanwhile, this nugget details what Microsoft would have been hit with if it bought Yahoo.
Add it up and there is enough detail to annoy large shareholders. The big question is whether they'll toss Yahoo's board.